北京2020年7月14日 /美通社/ -- Analog Devices, Inc. (Nasdaq：ADI)和Maxim Integrated Products, Inc. (Nasdaq：MXIM)7月13日宣布雙方已達(dá)成最終協(xié)議，ADI公司以全股交易方式收購(gòu)Maxim，合并后公司總市值超過(guò)680億美元[2]。兩家公司董事會(huì)已一致批準(zhǔn)本次交易。通過(guò)拓展在多個(gè)極具吸引力的終端市場(chǎng)的業(yè)務(wù)廣度和規(guī)模，本次交易將加強(qiáng)ADI的模擬半導(dǎo)體領(lǐng)導(dǎo)地位。
根據(jù)協(xié)議條款，交易結(jié)束后，持有Maxim普通股的股東，每股可兌換0.630股ADI公司普通股。交易結(jié)束后，ADI的當(dāng)前股東將持有合并后公司大約69%的股份，而Maxim股東將持有大約31%的股份。本次交易旨在獲得美國(guó)聯(lián)邦所得稅法免稅重組資格。
ADI總裁兼首席執(zhí)行官Vincent Roche表示：“我們今天與Maxim共同發(fā)表振奮人心的聲明，詮釋了ADI搭建連接現(xiàn)實(shí)與數(shù)字世界橋梁這一愿景的下一步舉措。ADI和Maxim都致力于解決客戶復(fù)雜的問(wèn)題，合并后，我們將進(jìn)一步拓展技術(shù)和人才的廣度和深度，從而能夠開(kāi)發(fā)出更完整的領(lǐng)先解決方案。Maxim是一家享有盛譽(yù)的信號(hào)處理和電源管理公司，擁有成熟的技術(shù)組合和令人印象深刻的設(shè)計(jì)創(chuàng)新歷史。我們強(qiáng)強(qiáng)聯(lián)合，共同努力以實(shí)現(xiàn)半導(dǎo)體行業(yè)的下一波增長(zhǎng)，同時(shí)為所有人創(chuàng)造一個(gè)更健康、更安全、更加可持續(xù)的未來(lái)?！?/p>
Maxim Integrated總裁兼首席執(zhí)行官Tunç Doluca表示：“在過(guò)去三十多年里，我們一直堅(jiān)守信念：不斷創(chuàng)新并開(kāi)發(fā)高性能半導(dǎo)體產(chǎn)品，助力客戶進(jìn)行發(fā)明創(chuàng)造。未來(lái)，我非常高興能夠與ADI公司一起持續(xù)突破技術(shù)邊界，超越一切可能。我們兩家公司都擁有豐富的工程技術(shù)專業(yè)知識(shí)和濃厚的創(chuàng)新文化。我們將攜手打造一個(gè)更強(qiáng)大的行業(yè)領(lǐng)導(dǎo)者，為我們的客戶、員工和股東創(chuàng)造卓越價(jià)值?！?/p>
本次交易結(jié)束后，Maxim的兩名董事將加入ADI董事會(huì)，其中包括Maxim總裁兼首席執(zhí)行官Tunç Doluca。
令人信服的戰(zhàn)略和財(cái)務(wù)理由
時(shí)間和批準(zhǔn)
在滿足包括美國(guó)和美國(guó)以外監(jiān)管部門(mén)批準(zhǔn)以及雙方公司股東批準(zhǔn)在內(nèi)的成交條件后，本次交易預(yù)計(jì)將于2021年夏季完成。
顧問(wèn)
摩根士丹利擔(dān)任ADI首席財(cái)務(wù)顧問(wèn)。美銀證券擔(dān)任財(cái)務(wù)顧問(wèn)。Wachtell, Lipton, Rosen & Katz擔(dān)任法律顧問(wèn)。
摩根大通擔(dān)任Maxim獨(dú)家財(cái)務(wù)顧問(wèn)，Weil, Gotshal & Manges LLP擔(dān)任法律顧問(wèn)。
電話會(huì)議和網(wǎng)絡(luò)廣播信息
ADI于美國(guó)東部時(shí)間7月13日上午8:30召開(kāi)電話會(huì)議討論此次交易。
會(huì)議結(jié)束大約兩小時(shí)后提供回放，兩周內(nèi)可通過(guò)撥打855-859-2056來(lái)訪問(wèn)，會(huì)議ID為：3573127。
關(guān)于ADI公司
Analog Devices, Inc.是全球領(lǐng)先的高性能模擬技術(shù)公司，致力于解決最艱巨的工程設(shè)計(jì)挑戰(zhàn)。憑借杰出的檢測(cè)、測(cè)量、電源、連接和解譯技術(shù)，搭建連接現(xiàn)實(shí)世界和數(shù)字世界的智能化橋梁，從而幫助客戶重新認(rèn)識(shí)周圍的世界。詳情請(qǐng)瀏覽ADI官網(wǎng)http://www.analog.com/cn。
關(guān)于Maxim Integrated
Maxim Integrated致力于開(kāi)發(fā)創(chuàng)新的模擬和混合信號(hào)產(chǎn)品與技術(shù)，讓系統(tǒng)更小巧、更智能，同時(shí)增強(qiáng)其安全性能、提高能效。我們助力客戶在汽車、工業(yè)、健康、移動(dòng)消費(fèi)和云數(shù)據(jù)中心等領(lǐng)域的創(chuàng)新設(shè)計(jì)，提供業(yè)界領(lǐng)先的方案，讓世界變得更美好。欲了解更多信息，請(qǐng)?jiān)L問(wèn)：http://www.maximintegrated.com。
Forward Looking Statements
This communication relates to a proposed business combination transaction between Analog Devices, Inc. (“ADI”) and Maxim Integrated Products, Inc. (“Maxim”). This communication contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements address a variety of subjects, including, for example, projections as to the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined organization’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, and the anticipated closing date for the proposed transaction. Statements that are not historical facts, including statements about ADI’s and Maxim’s beliefs, plans and expectations, are forward-looking statements. Such statements are based on ADI’s and Maxim’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” "will," “estimate,” “would,” “target” and similar expressions, as well as variations or negatives of these words. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the uncertainty as to the extent of the duration, scope and impacts of the COVID-19 pandemic; political and economic uncertainty, including any faltering in global economic conditions or the stability of credit and financial markets, erosion of consumer confidence and declines in customer spending; unavailability of raw materials, services, supplies or manufacturing capacity; changes in geographic scope or product or customer mix; changes in export classifications, import and export regulations or duties and tariffs; changes in ADI’s or Maxim’s estimates of their expected tax rate based on current tax law; ADI’s ability to successfully integrate Maxim’s businesses and technologies; the risk that the expected benefits and synergies of the proposed transaction and growth prospects of the combined company may not be fully achieved in a timely manner, or at all; adverse results in litigation matters, including the potential for litigation related to the proposed transaction; the risk that ADI or Maxim will be unable to retain and hire key personnel; the risk associated with ADI’s and Maxim’s ability to obtain the approvals of their respective shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; uncertainty as to the long-term value of ADI’s common stock; and the diversion of management time on transaction-related matters. These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to ADI’s and Maxim’s respective periodic reports and other filings with the SEC, including the risk factors contained in ADI’s and Maxim’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain and are made only as of the date hereof. Except as required by law, neither ADI nor Maxim undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, ADI intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of ADI and Maxim and that also constitutes a prospectus of ADI. Each of ADI and Maxim may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that ADI or Maxim may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of ADI and Maxim. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about ADI, Maxim and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by ADI will be available free of charge on ADI’s website at http://www.analog.com or by contacting ADI’s Investor Relations Department by email at investor.relations@analog.com or by phone at 781-461-3282. Copies of the documents filed with the SEC by Maxim will be available free of charge on Maxim’s website at investor.maximintegrated.com or by contacting Maxim’s Investor Relations department by phone at 408-601-5697.
Participants in the Solicitation
ADI, Maxim and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of ADI, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in ADI’s proxy statement for its 2020 annual meeting of shareholders, which was filed with the SEC on January 24, 2020, and ADI’s Annual Report on Form 10-K for the fiscal year ended November 2, 2019, which was filed with the SEC on November 26, 2019. Information about the directors and executive officers of Maxim, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Maxim’s proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on September 27, 2019, and Maxim’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019, which was filed with the SEC on August 21, 2019. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from ADI or Maxim using the sources indicated above.
[1] 基于2019財(cái)年ADI財(cái)報(bào)，以及截至2019年9月28日的12個(gè)月內(nèi)Maxim的財(cái)務(wù)狀況。 |
[2] 根據(jù)2020年7月10日的完全稀釋股份的股價(jià)和最新報(bào)告的凈債務(wù)。 |
[3] 數(shù)據(jù)來(lái)源： WSTS 2023模擬半導(dǎo)體預(yù)測(cè) |
[4] 基于最近一個(gè)季度末的報(bào)告； ADI，2020年5月2日; Maxim，2020年3月28日 |
